þ
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ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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o
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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DELAWARE
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94-3021850
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(State
of incorporation)
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(I.R.S.
Employer Identification No.)
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Large
accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated
filer þ
(Do not check if a smaller reporting company)
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Smaller
reporting company ¨
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Page
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PART
1
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Item
1.
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Business
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2
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Item
1A.
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Risk
Factors
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10
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Item
1B.
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Unresolved
Staff Comments
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13
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Item
2.
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Properties
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13
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Item
3.
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Legal
Proceedings
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13
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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13
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PART
II
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|||
Item
5.
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Market
for the Registrant’s Common Equity, Related Stockholder Matters, and
Issuer Purchases of Equity Securities
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15
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Item
6.
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Selected
Financial Data
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16
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Item
7.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
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17
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Item
7A.
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Qualitative
and Quantitative Disclosures About Market Risk
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27
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Item
8.
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Financial
Statements and Supplementary Data
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28
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Item
9.
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Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosures
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52
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Item
9A.
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Controls
and Procedures
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52
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Item
9B.
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Other
Information
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53
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PART
III
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|||
Item
10.
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Directors,
Executive Officers, and Corporate Governance
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54
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Item
11.
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Executive
Compensation
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54
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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54
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Item
13.
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Certain
Relationships and Related Transactions and Director
Independence
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54
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Item
14.
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Principal
Accountant Fees and Services
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55
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PART
IV
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|||
Item
15.
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Exhibits
and Financial Statement Schedules
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56
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|
Signatures
|
60
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||
Exhibit
Index
|
61
|
|
·
|
$13
billion in loans to subsidize renewable-energy
projects,
|
|
·
|
$11
billion toward smart-grid technologies to run the power grid more
efficiently,
|
|
·
|
$6.3
billion in state energy-efficient and clean-energy grants,
and
|
|
·
|
$4.5
billion to make federal buildings more energy
efficient.
|
|
·
|
Metal
Halide and LED Fiber optic lighting systems (e.g. EFO Docklight,
EFO-Ice®),
|
|
·
|
LED
lightings systems (e.g. EFO Docklight, Cold
Storage),
|
|
·
|
Many
of our products meet the lighting efficiency standards mandated for the
year 2020.
|
|
·
|
Our
products qualify for federal and state tax incentives for commercial and
residential consumers in certain
states.
|
|
·
|
Our
products make use of proprietary optical systems that enable high
efficiencies.
|
|
·
|
Certain
utility companies continue to embrace our technology as an
energy-efficient alternative and are promoting our products to their
customers. In 2007, Southern California Edison confirmed that
our patented product “EFO-Ice™” used only 25% of the energy of comparable
fluorescent lighting systems and 33% of the energy of comparable LED
systems.
|
|
·
|
Our
systems continue to be installed in United States Navy
ships. As of December 31, 2008, our company’s technology was
installed on a total of 3 ships.
|
|
·
|
The
heat source of the fiber optic lighting fixtures usually is physically
separated from the lamps, providing a “cool” light. This unique
feature has special application in grocery stores, where reduction of food
spoilage and melting due to heat is an important
goal.
|
|
·
|
Our
products have been featured in magazines and trade journals, including
LD+A, Architectural Lighting, Architectural Record, Display and Design
Ideas, Entertainment Engineering, and Visual Merchandising and Store
Design.
|
Light Source
|
Number
equivalent
in 70-Watt
Fiber
Optic
|
Total Watts
|
Estimated
Energy
Savings %
|
|||||||||
70W
fiber optic HID accent light
|
1 | 70 | W | — | ||||||||
26W
compact fluorescent down light
|
4 | 104 | W | 33 | % | |||||||
25W
ceramic metal halide accent light
|
5 | 125 | W | 44 | % | |||||||
50W
MR-16 halogen accent light
|
8 | 400 | W | 83 | % | |||||||
60W
incandescent down light
|
7 | 420 | W | 83 | % |
|
·
|
Capitalize on the growing need
for high return on investment energy-efficient lighting
systems. We intend to continue to devote significant
resources to our product development efforts to maximize the energy
efficiency and quality of our lighting systems while reducing costs and
enabling our customers to meet more stringent government
regulations. Further, we plan to continue to develop new
proprietary technologies and integrate new and potentially more efficient
lighting sources into our lighting systems such as
LED.
|
|
·
|
Focus on increased market
penetration where the benefits of our technology are most
compelling. We intend to broaden the penetration of our
products within commercial, retail, and supermarket channels, which all
share urgent needs for highly efficient, flexible, and financially
economical lighting solutions. Further, we continue to
aggressively penetrate the government and military lighting
markets. To reach our target markets, we are significantly
increasing both the number and experience level of our direct sales
employees. Additionally, we are actively restructuring our
independent sales representative network to increase sales volume and
accountability of results.
|
|
·
|
Develop and expand strategic
relationships. To expedite the awareness of our
technologies, we continue to actively pursue strategic relationships with
distributors, energy service companies (“ESCO’s”), lighting designers, and
contractors who distribute, recommend, and/or install lighting
systems. We continue to cultivate relationships with fixture
manufacturers and other participants in the general lighting
market.
|
|
·
|
Develop a commercially-viable,
cost-effective solar technology. Through our on-going
leadership role in the United States government’s VHESC Consortium
sponsored by DARPA, we expect to be able to commercialize a solar cell
technology that will significantly surpass current solar efficiencies
ranging from 6% - 20%. Our proven optics technology has already
shown the ability to achieve approximately 40% efficiency in a
laboratory environment and we believe that this efficiency, or
greater, can be achieved on a cost-effective, commercially-viable
scale.
|
|
·
|
LED
MR-16 halogen replacement bulbs,
|
|
·
|
LED
Cold Storage Globe lamps,
|
|
·
|
LED
Lamps and Fixtures (“PAL”),
|
|
·
|
LED
Light Rails,
|
|
·
|
LED
Docklights,
|
|
·
|
HID
High Bay Fixtures,
|
|
·
|
Fluorescent
fixtures, and
|
|
·
|
Compact
Fluorescent Light Bulbs
|
|
·
|
MR-16
halogen replacement bulbs,
|
|
·
|
LED
Cold Storage Globe lamps,
|
|
·
|
LED
Lamps and Fixtures (“PAL”),
|
|
·
|
LED
Light Rails,
|
|
·
|
LED
Docklights,
|
|
·
|
HID
High Bay Fixtures,
|
|
·
|
Fluorescent
fixtures, and
|
|
·
|
Compact
Fluorescent Light Bulbs
|
|
·
|
obtain
loans and/or grants available through federal, state, and/or local
governmental agencies,
|
|
·
|
obtain
loans and/or grants from various financial
institutions,
|
|
·
|
obtain
loans from non-traditional investment capital
organizations,
|
|
·
|
sale
and/or disposition of one or more operating units,
and
|
|
·
|
obtain
funding from the sale of our common stock or other equity
instruments.
|
|
·
|
government
stimulus and/or grant money is not allocated to us despite our focus on
the design, development, and manufacturing of energy efficient lighting
systems,
|
|
·
|
loans
or other debt instruments may have terms and/or conditions, such as
interest rate, restrictive covenants, and control or revocation
provisions, which are not acceptable to management or our Board of
Directors,
|
|
·
|
the
current global economic crisis combined with our current financial
condition may prevent us from being able to obtain any debt
financing,
|
|
·
|
financing
may not be available for parties interested in pursuing the acquisition of
one or more of our operating units,
and
|
|
·
|
additional
equity financing may not be available to us in the current economic
environment and could lead to further dilution of shareholder value for
current shareholders of record.
|
|
·
|
multiple,
conflicting, and changing laws and regulations, export and import
restrictions, employment laws, regulatory requirements, and other
government approvals, permits, and
licenses;
|
|
·
|
difficulties
and costs in staffing and managing foreign operations such as our offices
in Germany and the United Kingdom;
|
|
·
|
difficulties
and costs in recruiting and retaining individuals skilled in international
business operations;
|
|
·
|
increased
costs associated with maintaining international marketing
efforts;
|
|
·
|
potentially
adverse tax consequences; political and economic instability, including
wars, acts of terrorism, political unrest, boycotts, curtailments of
trade, and other business restrictions;
and
|
|
·
|
currency
fluctuations.
|
Name
|
Age
|
Current Position and Business
Experience
|
||
Joseph
G. Kaveski
|
48
|
Chief Executive Officer and
Director – May 2008 to present. Prior to joining Energy Focus, Mr.
Kaveski led his own strategic engineering consulting business, TGL
Company. As a consultant he worked with equity investors and
publicly traded companies on strategic initiatives and
planning. Other corporations Mr. Kaveski has worked for include
Johnson Controls, Inc. where he was Vice President of Energy Management
Solutions and Strategic Projects.
|
||
John
M. Davenport
|
63
|
President and Director – May 2008
to present. Chief Executive Officer – July 2005 to May
2008. Chief Operating Officer – July 2003 to July
2005. Vice President and Chief Technology Officer – November
1999 to July 2003. Prior to joining Energy Focus, Mr. Davenport
served as the president of Unison Fiber Optic Lighting Systems, LLC from
1998 to 1999. Before that, Mr. Davenport served at GE Lighting
in various capacities for 25 years.
|
||
Eric
M. Hilliard
|
41
|
Chief Operating Officer and
Vice President – November 2006 to present. Prior to joining Energy
Focus, Mr. Hilliard served as a Business Manager at Saint Gobain – Flight
Structures Business from 2002 to 2006. Additionally, he served at Goodrich
Aerospace Company and HJ Heinz Company for 7 years from 1994 to
2002
|
||
Nicholas
G. Berchtold
|
42
|
Chief Financial Officer and
Vice President of Finance – July 2007 to present. Prior to joining
Energy Focus, Mr. Berchtold was the division controller at Wellman
Products Group, a division of Hawk Corporation, from 2000 to 2007, where
he was responsible for global financial reporting and analysis.
Additionally, he served as the corporate assistant controller at Olympic
Steel, Inc. from 1997 to 2000.
|
||
Roger
R. Buelow
|
36
|
Chief Technology Officer,
General Manager, and Vice President – July 2005 to present. Vice
President of Engineering from February 2003 to July 2005. Prior to joining
Energy Focus, Mr. Buelow was the director of engineering at Unison Fiber
Optic Lighting Systems, LLC from 1998 to
1999.
|
High
|
Low
|
|||||||
First
quarter 2007
|
$ | 8.75 | $ | 5.20 | ||||
Second
quarter 2007
|
7.52 | 5.60 | ||||||
Third
quarter 2007
|
7.85 | 4.60 | ||||||
Fourth
quarter 2007
|
9.95 | 4.80 | ||||||
First
quarter 2008
|
$ | 7.31 | $ | 2.31 | ||||
Second
quarter 2008
|
2.94 | 1.78 | ||||||
Third
quarter 2008
|
2.75 | 1.45 | ||||||
Fourth
quarter 2008
|
2.57 | 1.00 |
YEARS
ENDED DECEMBER 31,
|
2008
|
2007
|
2006
|
2005
|
2004
|
|||||||||||||||
OPERATING
SUMMARY
|
||||||||||||||||||||
Net
sales
|
$ | 22,950 | $ | 22,898 | $ | 27,036 | $ | 28,337 | $ | 29,731 | ||||||||||
Gross
profit
|
5,503 | 6,282 | 7,785 | 10,626 | 11,511 | |||||||||||||||
As
a percentage of net sales
|
24.0 | % | 27.4 | % | 28.8 | % | 37.5 | % | 38.7 | % | ||||||||||
Net
research and development expenses
|
2,188 | 2,907 | 2,341 | 2,190 | 1,188 | |||||||||||||||
As
a percentage of net sales
|
9.5 | % | 12.7 | % | 8.7 | % | 7.7 | % | 4.0 | % | ||||||||||
Sales
and marketing expenses
|
8,551 | 9,789 | 9,774 | 9,595 | 8,595 | |||||||||||||||
As
a percentage of net sales
|
37.3 | % | 42.8 | % | 36.2 | % | 33.9 | % | 28.9 | % | ||||||||||
General
and administrative expenses
|
5,080 | 4,651 | 4,956 | 3,135 | 2,459 | |||||||||||||||
As
a percentage of net sales
|
22.1 | % | 20.3 | % | 18.3 | % | 11.1 | % | 8.3 | % | ||||||||||
Loss
on impairment
|
4,305 | — | — | — | — | |||||||||||||||
As
a percentage of net sales
|
18.8 | % | — | % | — | % | — | % | — | % | ||||||||||
Restructure
expenses
|
— | 456 | 734 | 3,120 | — | |||||||||||||||
As
a percentage of net sales
|
— | % | 2.0 | % | 2.7 | % | 11.0 | % | — | % | ||||||||||
Loss
before tax
|
(14,698 | ) | (11,127 | ) | (9,537 | ) | (7,314 | ) | (762 | ) | ||||||||||
As
a percentage of net sales
|
(64.0 | )% | (48.6 | )% | (35.3 | )% | (25.8 | )% | (2.6 | )% | ||||||||||
Net
loss
|
(14,448 | ) | (11,317 | ) | (9,650 | ) | (7,423 | ) | (704 | ) | ||||||||||
As
a percentage of net sales
|
(63.0 | )% | (49.4 | )% | (35.7 | )% | (26.2 | )% | (2.4 | )% | ||||||||||
Net
loss per share
|
||||||||||||||||||||
Basic
|
$ | (1.02 | ) | $ | (0.98 | ) | $ | (0.85 | ) | $ | (0.90 | ) | $ | (0.10 | ) | |||||
Diluted
|
$ | (1.02 | ) | $ | (0.98 | ) | $ | (0.85 | ) | $ | (0.90 | ) | $ | (0.10 | ) | |||||
Shares
used in per share calculation:
|
||||||||||||||||||||
Basic
|
14,182 | 11,500 | 11,385 | 8,223 | 7,269 | |||||||||||||||
Diluted
|
14,182 | 11,500 | 11,385 | 8,223 | 7,269 | |||||||||||||||
FINANCIAL
POSITION SUMMARY
|
||||||||||||||||||||
Total
assets
|
$ | 23,652 | $ | 29,125 | $ | 40,592 | $ | 46,209 | $ | 27,018 | ||||||||||
Cash
and cash equivalents
|
10,568 | 8,412 | 15,968 | 23,578 | 3,609 | |||||||||||||||
Working
capital
|
12,514 | 12,512 | 22,410 | 31,530 | 14,541 | |||||||||||||||
Credit
line borrowings
|
1,904 | 1,159 | 1,124 | 47 | — | |||||||||||||||
Current
portion of long-term borrowings
|
54 | 1,726 | 778 | 342 | 38 | |||||||||||||||
Long-term
borrowings
|
245 | 314 | 1,862 | 1,089 | 484 | |||||||||||||||
Shareholders’
equity
|
16,789 | 21,618 | 30,880 | 38,184 | 21,202 | |||||||||||||||
Common
shares outstanding
|
14,835 | 11,623 | 11,394 | 11,270 | 7,351 |
|
·
|
appointed
a new Chief Executive Officer, Joseph G. Kaveski, under whom we
aggressively realigned our organization to focus on enhanced sales and
marketing efforts while implementing aggressive cost reductions in all
areas of the business, and increasing our investment in sales personnel,
marketing collateral, and product
displays.
|
|
·
|
formally
opened a state-of-the-art sustainable lighting solutions showroom in
Solon, Ohio, where customers, lighting specialists, designers, and
installers are able to experience our technology in a variety of
application settings, which further helps cement our relationships within
the markets we serve.
|
|
·
|
re-energized
the brand name Fiberstars by aligning both the pool and commercial
lighting sales organizations, including customer service, under the
leadership of the new Vice President of Sales, Steve
Gasperson.
|
|
·
|
undertook
the global marketing of the business under the Energy Focus brand with the
common goal of providing advanced high quality lighting energy solutions
that positively impact our customers’ bottom line, the environment, and
the communities we serve.
|
|
·
|
became
eligible to market products to the federal government through its General
Services Administration (“GSA”) website (www.GSAAdvantage.gov)
and as of March 13, 2009, we have four product families, comprised of 18
individual products, currently listed on the
website.
|
Year Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
EFO
|
$ | 10,888 | $ | 7,011 | $ | 5,316 | ||||||
Traditional
Pool
|
5,034 | 9,002 | 11,958 | |||||||||
Traditional
Commercial Lighting
|
7,028 | 6,885 | 9,762 | |||||||||
Total
|
$ | 22,950 | $ | 22,898 | $ | 27,036 |
Year Ended December 31
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
United
States Domestic
|
$ | 12,902 | $ | 14,949 | $ | 18,776 | ||||||
Germany
|
2,918 | 3,136 | 2,998 | |||||||||
United
Kingdom
|
6,764 | 4,265 | 4,817 | |||||||||
Others
|
366 | 548 | 445 | |||||||||
Total
Sales
|
$ | 22,950 | $ | 22,898 | $ | 27,036 |
Year ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Gross
R& D Expense and Government Reimbursement:
|
||||||||||||
Gross
Expenses for R&D
|
$ | 3,083 | $ | 3,424 | $ | 3,556 | ||||||
Deduct:
Incurred and Accrued Credits from Government Contracts
|
(895 | ) | (517 | ) | (1,215 | ) | ||||||
Net
R&D Expenses
|
$ | 2,188 | $ | 2,907 | $ | 2,341 | ||||||
Total
Credits Received and Revenue Recognized on Government
Projects:
|
||||||||||||
Incurred
and Accrued Credits from Government Contracts
|
$ | 895 | $ | 517 | $ | 1,215 | ||||||
Revenue
Recognized for Completed Deliveries
|
1,670 | 542 | 1,979 | |||||||||
Net
Credits Received and Revenue Recognized
|
$ | 2,565 | $ | 1,059 | $ | 3,194 |
|
Cash
and Cash Equivalents
|
|
Cash
Used in Operating Activities
|
|
Cash
(Used in) Provided by Investing
Activities
|
|
Cash
Provided by Financing Activities
|
|
·
|
up
to a 75% advance rate against eligible accounts receivable, as defined by
the agreement,
|
|
·
|
up
to 50% of our cash balance in deposit at SVB, capped at $1,500,000,
and
|
|
·
|
up
to a 75% advance rate against eligible Early Buy accounts receivable, as
defined by the agreement, capped at
$500,000.
|
Borrowings
by German
Subsidiary
|
Borrowings
under
USA
Credit
Agreement |
Non-
Cancelable
Operating
Leases
|
||||||||||
2009
|
$ | 182 | $ | 1,776 | $ | 767 | ||||||
2010
|
57 | — | 724 | |||||||||
2011
|
61 | — | 201 | |||||||||
2012
|
64 | — | 49 | |||||||||
Thereafter
|
63 | — | 190 | |||||||||
$ | 427 | $ | 1,776 | $ | 1,931 |
|
·
|
MR-16
halogen replacement bulbs,
|
|
·
|
LED
Cold Storage Globe
lamps,
|
|
·
|
LED
Lamps and Fixtures (“PAL”),
|
|
·
|
LED
Light Rails,
|
|
·
|
LED
Docklights,
|
|
·
|
HID
High Bay Fixtures,
|
|
·
|
Fluorescent
fixtures, and
|
|
·
|
Compact
Fluorescent Light Bulbs
|
|
·
|
obtain
loans and/or grants available through federal, state, and/or local
governmental agencies,
|
|
·
|
obtain
loans and/or grants from various financial
institutions,
|
|
·
|
obtain
loans from non-traditional investment capital
organizations,
|
|
·
|
sale
and/or disposition of one or more operating units,
and
|
|
·
|
obtain
funding from the sale of our common stock or other equity
instruments.
|
|
·
|
government
stimulus and/or grant money is not allocated to us despite our focus on
the design, development, and manufacturing of energy efficient lighting
systems,
|
|
·
|
loans
or other debt instruments may have terms and/or conditions, such as
interest rate, restrictive covenants, and control or revocation
provisions, which are not acceptable to management or our Board of
Directors,
|
|
·
|
the
current global economic crisis combined with our current financial
condition may prevent us from being able to obtain any debt
financing,
|
|
·
|
financing
may not be available for parties interested in pursuing the acquisition of
one or more of our operating units,
and
|
|
·
|
additional
equity financing may not be available to us in the current economic
environment and could lead to further dilution of shareholder value for
current shareholders of record.
|
|
·
|
Revenue
recognition;
|
|
·
|
Allowances
for doubtful accounts, returns and
discounts;
|
|
·
|
Long-lived
assets;
|
|
·
|
Valuation
of inventories;
|
|
·
|
Accounting
for income taxes; and
|
|
·
|
Share-Based
compensation.
|
|
·
|
persuasive
evidence or an arrangement exists, e.g., a sales order, a purchase order,
or a sales agreement,
|
|
·
|
shipment
has occurred (the standard shipping term is F.O.B. ship point) or services
provided on a proportional performance basis or installation have been
completed,
|
|
·
|
price
to the buyer is fixed or determinable,
and
|
|
·
|
collectability
is reasonably assured.
|
|
·
|
all
sales made by the company to its customer base are non-contingent, meaning
that they are not tied to that customer’s resale of
products,
|
|
·
|
standard
terms of sale contain shipping terms of F.O.B. ship point, meaning that
title is transferred when shipping occurs,
and
|
|
·
|
there
are no automatic return provisions that allow the customer to return the
product in the event that the product does not sell within a defined
timeframe.
|
|
·
|
proportional
performance method using the ratio of labor cost incurred to the total
final estimated labor cost. Under this method, revenue recognized reflects
the portion of anticipated revenue that has been
earned.
|
|
·
|
product
sale at completion of installation
and
|
|
·
|
installation
service at completion of
installation.
|
|
·
|
Allowance
for doubtful accounts for accounts receivable,
and
|
|
·
|
Allowance
for sales returns.
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
29
|
Consolidated
Balance Sheets as of December 31, 2008 and 2007
|
30
|
Consolidated
Statements of Operations for the years ended December 31, 2008, 2007, and
2006
|
31
|
Consolidated
Statements of Comprehensive Income (Loss) for the years ended December 31,
2008, 2007, and 2006
|
32
|
Consolidated
Statements of Shareholders’ Equity for the years ended December 31, 2008,
2007, and 2006
|
33
|
Consolidated
Statements of Cash Flows for the Years Ended December 31, 2008, 2007, and
2006
|
34
|
Notes
to Consolidated Financial Statements for December 31, 2008, 2007, and
2006
|
35
|
2008
|
2007
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 10,568 | $ | 8,412 | ||||
Accounts
receivable trade, net of allowances for doubtful accounts of $356 in 2008
and $698 in 2007
|
2,668 | 3,698 | ||||||
Inventories,
net
|
5,539 | 6,888 | ||||||
Prepaids
and other current assets
|
276 | 393 | ||||||
Total
current assets
|
19,051 | 19,391 | ||||||
Fixed
assets, net
|
4,459 | 5,336 | ||||||
Goodwill,
net
|
— | 4,359 | ||||||
Other
assets
|
142 | 39 | ||||||
Total
assets
|
$ | 23,652 | $ | 29,125 | ||||
LIABILITIES
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 2,767 | $ | 2,277 | ||||
Accruals
and other current liabilities
|
1,621 | 1,473 | ||||||
Deferred
revenue
|
191 | 244 | ||||||
Credit
line borrowings
|
1,904 | 1,159 | ||||||
Current
portion of long-term bank borrowings
|
54 | 1,726 | ||||||
Total
current liabilities
|
6,537 | 6,879 | ||||||
Other
deferred liabilities
|
81 | 62 | ||||||
Deferred
tax liabilities
|
— | 252 | ||||||
Long-term
bank borrowings
|
245 | 314 | ||||||
Total
liabilities
|
6,863 | 7,507 | ||||||
SHAREHOLDERS’
EQUITY
|
||||||||
Preferred
stock, par value $0.0001 per share:
|
||||||||
Authorized:
2,000,000 shares in 2008 and 2007
|
||||||||
Issued
and outstanding: no shares in 2008 and 2007
|
||||||||
Common
stock, par value $0.0001 per share:
|
||||||||
Authorized:
30,000,000 shares in 2008 and 2007
|
||||||||
Issued
and outstanding: 14,835,000 shares in 2008 and 11,623,000 shares in
2007
|
1 | 1 | ||||||
Additional
paid-in capital
|
65,865 | 55,682 | ||||||
Accumulated
other comprehensive income
|
251 | 815 | ||||||
Accumulated
deficit
|
(49,328 | ) | (34,880 | ) | ||||
Total
shareholders’ equity
|
16,789 | 21,618 | ||||||
Total
liabilities and shareholders’ equity
|
$ | 23,652 | $ | 29,125 |
2008
|
2007
|
2006
|
||||||||||
Net
sales
|
$ | 22,950 | $ | 22,898 | $ | 27,036 | ||||||
Cost
of sales
|
17,447 | 16,616 | 19,251 | |||||||||
Gross
profit
|
5,503 | 6,282 | 7,785 | |||||||||
Operating
expenses:
|
||||||||||||
Gross
research and development
|
3,083 | 3,424 | 3,556 | |||||||||
Deduct
credits from government contracts
|
(895 | ) | (517 | ) | (1,215 | ) | ||||||
Net
research and development expense
|
2,188 | 2,907 | 2,341 | |||||||||
Sales
and marketing
|
8,551 | 9,789 | 9,774 | |||||||||
General
and administrative
|
5,080 | 4,651 | 4,956 | |||||||||
Loss
on impairment
|
4,305 | — | — | |||||||||
Restructuring
expenses
|
— | 456 | 734 | |||||||||
Total
operating expenses
|
20,124 | 17,803 | 17,805 | |||||||||
Loss
from operations
|
(14,621 | ) | (11,521 | ) | (10,020 | ) | ||||||
Other
income (expense):
|
||||||||||||
Other
income (expense)
|
(87 | ) | 110 | — | ||||||||
Interest
income
|
10 | 284 | 483 | |||||||||
Net
loss before income taxes
|
(14,698 | ) | (11,127 | ) | (9,537 | ) | ||||||
Benefit
from (provision for) income taxes
|
250 | (190 | ) | (113 | ) | |||||||
Net
loss
|
$ | (14,448 | ) | $ | (11,317 | ) | $ | (9,650 | ) | |||
Net
loss per share—basic and diluted
|
$ | (1.02 | ) | $ | (0.98 | ) | $ | (0.85 | ) | |||
Shares
used in per share calculation—basic and diluted
|
14,182 | 11,500 | 11,385 |
2008
|
2007
|
2006
|
||||||||||
Net
loss
|
$ | (14,448 | ) | $ | (11,317 | ) | $ | (9,650 | ) | |||
Other
comprehensive income:
|
||||||||||||
Foreign
currency translation adjustments
|
(564 | ) | 283 | 507 | ||||||||
Net
unrealized (loss) gain on securities
|
— | (69 | ) | 53 | ||||||||
Comprehensive
loss
|
$ | (15,012 | ) | $ | (11,103 | ) | $ | (9,090 | ) |
Notes
|
Accumulated
|
Retained
|
||||||||||||||||||||||||||||||
Additional
|
Unearned
|
Receivable
|
Other
|
Earnings
|
||||||||||||||||||||||||||||
Common
Stock
|
Paid-in
|
Stock-Based
|
from
|
Comprehensive
|
(Accumulated
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Compensation
|
Shareholder
|
Income
|
Deficit)
|
Total
|
|||||||||||||||||||||||||
Balances,
December 31, 2005
|
11,270 | $ | 1 | $ | 52,514 | $ | (397 | ) | $ | (62 | ) | $ | 41 | $ | (13,913 | ) | $ | 38,184 | ||||||||||||||
Reclassification
of unearned stock-based compensation upon FAS-123r
adoption
|
(397 | ) | 397 | - | ||||||||||||||||||||||||||||
Additional
costs from 2005 S-3 filing
|
(45 | ) | (45 | ) | ||||||||||||||||||||||||||||
Exercise
of common stock warrants
|
14 | 62 | 62 | |||||||||||||||||||||||||||||
Exercise
of common stock options
|
106 | 563 | 563 | |||||||||||||||||||||||||||||
Issuance
of common stock under employee stock option purchase plan
|
4 | 26 | 26 | |||||||||||||||||||||||||||||
Note
receivable from shareholder
|
62 | 62 | ||||||||||||||||||||||||||||||
Stock-based
compensation
|
1,118 | 1,118 | ||||||||||||||||||||||||||||||
Net
unrealized gain on securities
|
53 | 53 | ||||||||||||||||||||||||||||||
Foreign
currency translation adjustment
|
507 | 507 | ||||||||||||||||||||||||||||||
Net
loss
|
(9,650 | ) | (9,650 | ) | ||||||||||||||||||||||||||||
Balances,
December 31, 2006
|
11,394 | $ | 1 | $ | 53,841 | $ | - | $ | - | $ | 601 | $ | (23,563 | ) | $ | 30,880 | ||||||||||||||||
Exercise
of common stock warrants
|
86 | 295 | 295 | |||||||||||||||||||||||||||||
Exercise
of common stock options
|
140 | 651 | 651 | |||||||||||||||||||||||||||||
Issuance
of common stock under employee stock option purchase plan
|
3 | 18 | 18 | |||||||||||||||||||||||||||||
Stock-based
compensation
|
877 | 877 | ||||||||||||||||||||||||||||||
Net
unrealized gain on securities
|
(69 | ) | (69 | ) | ||||||||||||||||||||||||||||
Foreign
currency translation adjustment
|
283 | 283 | ||||||||||||||||||||||||||||||
Net
loss
|
(11,317 | ) | (11,317 | ) | ||||||||||||||||||||||||||||
Balances,
December 31, 2007
|
11,623 | $ | 1 | $ | 55,682 | $ | - | $ | - | $ | 815 | $ | (34,880 | ) | $ | 21,618 | ||||||||||||||||
Private
investment public equity, net of expenses of $255
|
3,184 | 9,335 | 9,335 | |||||||||||||||||||||||||||||
Exercise
of common stock options
|
23 | 126 | 126 | |||||||||||||||||||||||||||||
Issuance
of common stock under employee stock option purchase plan
|
5 | 7 | 7 | |||||||||||||||||||||||||||||
Stock-based
compensation
|
715 | 715 | ||||||||||||||||||||||||||||||
Foreign
currency translation adjustment
|
(564 | ) | (564 | ) | ||||||||||||||||||||||||||||
Net
loss
|
(14,448 | ) | (14,448 | ) | ||||||||||||||||||||||||||||
Balances,
December 31, 2008
|
14,835 | $ | 1 | $ | 65,865 | $ | - | $ | - | $ | 251 | $ | (49,328 | ) | $ | 16,789 |
2008
|
2007
|
2006
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$ | (14,448 | ) | $ | (11,317 | ) | $ | (9,650 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Loss
on impairment of goodwill
|
4,305 | — | — | |||||||||
Depreciation
|
1,233 | 1,236 | 1,197 | |||||||||
Stock-based
compensation
|
715 | 877 | 1,118 | |||||||||
Unrealized
loss (gain) from marketable securities
|
— | 69 | (53 | ) | ||||||||
Gain
(loss) on sale of fixed asset
|
1 | (1 | ) | — | ||||||||
Deferred
taxes
|
(255 | ) | 177 | 63 | ||||||||
Deferred
revenue
|
(53 | ) | 244 | — | ||||||||
Changes
in assets and liabilities:
|
||||||||||||
Accounts
receivable, trade
|
825 | 2,554 | 278 | |||||||||
Inventories
|
1,037 | 947 | 351 | |||||||||
Prepaid
and other current assets
|
108 | (54 | ) | 558 | ||||||||
Other
assets
|
(112 | ) | 131 | (99 | ) | |||||||
Accounts
payable
|
553 | (1,942 | ) | 1,510 | ||||||||
Accruals
and other current liabilities
|
261 | (423 | ) | (2,457 | ) | |||||||
Total
|
8,618 | 3,815 | 2,466 | |||||||||
Net
cash used in operating activities
|
(5,830 | ) | (7,502 | ) | (7,184 | ) | ||||||
Cash
flows from investing activities:
|
||||||||||||
Sale
of short-term investments
|
— | 49,441 | 114,595 | |||||||||
Purchase
of short-term investments
|
— | (37,090 | ) | (108,834 | ) | |||||||
Proceeds
from sale of fixed assets
|
— | 33 | — | |||||||||
Acquisition
of fixed assets
|
(395 | ) | (542 | ) | (3,703 | ) | ||||||
Net
cash (used in) provided by investing activities
|
(395 | ) | 11,842 | 2,058 | ||||||||
Cash
flows from financing activities:
|
||||||||||||
Proceeds
from issuances of common stock
|
9,335 | — | — | |||||||||
Proceeds
from exercise of stock options
|
133 | 964 | 651 | |||||||||
Repayment
of loan made to shareholder
|
— | — | 62 | |||||||||
Proceeds
from credit line borrowings
|
5,633 | 129 | 1,077 | |||||||||
Proceeds
from long-term borrowings
|
— | 160 | 1,609 | |||||||||
Payments
of credit line borrowings
|
(4,882 | ) | (107 | ) | — | |||||||
Payments
of long-term borrowings
|
(1,726 | ) | (801 | ) | (491 | ) | ||||||
Other
liabilities
|
— | 62 | — | |||||||||
Net
cash provided by financing activities
|
8,493 | 407 | 2,908 | |||||||||
Effect
of exchange rate changes on cash
|
(112 | ) | (40 | ) | 369 | |||||||
Net
increase (decrease) in cash and cash equivalents
|
2,156 | 4,707 | (1,849 | ) | ||||||||
Cash
and cash equivalents, beginning of year
|
8,412 | 3,705 | 5,554 | |||||||||
Cash
and cash equivalents, end of year
|
$ | 10,568 | $ | 8,412 | $ | 3,705 | ||||||
Supplemental
Information
|
||||||||||||
Interest
Paid
|
$ | 198 | $ | 334 | $ | 248 | ||||||
Non-cash
investing activities:
|
||||||||||||
Fully
depreciated assets disposed of
|
$ | 35 | $ | 205 | $ | 79 |
|
1.
|
Nature
of Operations
|
|
2.
|
Summary
of Significant Accounting Policies
|
|
·
|
MR-16
halogen replacement bulbs,
|
|
·
|
LED
Cold Storage Globe lamps,
|
|
·
|
LED
Lamps and Fixtures (“PAL”),
|
|
·
|
LED
Light Rails,
|
|
·
|
LED
Docklights,
|
|
·
|
HID
High Bay Fixtures,
|
|
·
|
Fluorescent
fixtures, and
|
|
·
|
Compact
Fluorescent Light Bulbs
|
|
·
|
obtain
loans and/or grants available through federal, state, and/or local
governmental agencies,
|
|
·
|
obtain
loans and/or grants from various financial
institutions,
|
|
·
|
obtain
loans from non-traditional investment capital
organizations,
|
|
·
|
sale
and/or disposition of one or more operating units,
and
|
|
·
|
obtain
funding from the sale of our common stock or other equity
instruments.
|
|
·
|
government
stimulus and/or grant money is not allocated to us despite our focus on
the design, development, and manufacturing of energy efficient lighting
systems,
|
|
·
|
loans
or other debt instruments may have terms and/or conditions, such as
interest rate, restrictive covenants, and control or revocation
provisions, which are not acceptable to management or our Board of
Directors,
|
|
·
|
the
current global economic crisis combined with our current financial
condition may prevent us from being able to obtain any debt
financing,
|
|
·
|
financing
may not be available for parties interested in pursuing the acquisition of
one or more of our operating units,
and
|
|
·
|
additional
equity financing may not be available to us in the current economic
environment and could lead to further dilution of shareholder value for
current shareholders of record.
|
|
·
|
persuasive
evidence or an arrangement exists, e.g., a sales order, a purchase order,
or a sales agreement
|
|
·
|
shipment
has occurred (the standard shipping term is F.O.B. ship point) or services
provided on a proportional performance basis or installation has been
completed,
|
|
·
|
price
to the buyer is fixed or determinable,
and
|
|
·
|
collectability
is reasonably assured.
|
|
·
|
all
sales made by the company to its customer base are non-contingent, meaning
that they are not tied to that customer’s resale of
products,
|
|
·
|
standard
terms of sale contain shipping terms of F.O.B. ship point, meaning that
the title is transferred when shipping occurs
and
|
|
·
|
there
is no automatic return provision that allows the customer to return the
product in the event the product does not sell within a defined
timeframe.
|
|
·
|
proportional
performance method using the ratio of labor cost incurred to the total
final estimated labor cost. Under this method, revenue recognized reflects
the portion of anticipated revenue that has been
earned.
|
|
·
|
product
sale at completion of installation
and
|
|
·
|
installation
service at completion of
installation
|
Years Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Numerator—Basic
and Diluted loss per share
|
|
|||||||||||
Net
loss
|
$ | (14,448 | ) | $ | (11,317 | ) | $ | (9,650 | ) | |||
Denominator—Basic
and Diluted loss per share
|
||||||||||||
Weighted
average shares outstanding
|
14,182 | 11,500 | 11,385 | |||||||||
Basic
and diluted loss per share
|
$ | (1.02 | ) | $ | (0.98 | ) | $ | (0.85 | ) |
2008
|
2007
|
2006
|
||||||||||
Fair
value of options issued
|
$ | 1.04 | $ | 3.01 | $ | 3.50 | ||||||
Exercise
price
|
$ | 1.91 | $ | 6.30 | $ | 7.09 | ||||||
Expected
life of option
|
4.0
years
|
4.0
years
|
4.0
years
|
|||||||||
Risk-free
interest rate
|
2.36 | % | 4.35 | % | 4.86 | % | ||||||
Expected
volatility
|
72.53. | % | 56.29 | % | 58.53 | % | ||||||
Dividend
yield
|
0 | % | 0 | % | 0 | % |
Year Ended
December 31,
|
||||||||
2008
|
2007
|
|||||||
Balance
at the beginning of the year
|
$ | 212 | $ | 230 | ||||
Accruals
for warranties issued
|
342 | 381 | ||||||
Settlements
made during the year (in cash or in kind)
|
(262 | ) | (399 | ) | ||||
Balance
at the end of the year
|
$ | 292 | $ | 212 |
|
3.
|
Inventories (in
thousands):
|
December 31,
|
||||||||
2008
|
2007
|
|||||||
Raw
materials
|
$ | 4,738 | $ | 5,965 | ||||
Inventory
reserve
|
(1,795 | ) | (713 | ) | ||||
Finished
goods
|
2,596 | 1,636 | ||||||
$ | 5,539 | $ | 6,888 |
|
4.
|
Fixed Assets (in
thousands):
|
December 31,
|
||||||||
2008
|
2007
|
|||||||
Equipment
(useful life 3 – 15 years)
|
$ | 8,632 | $ | 8,654 | ||||
Tooling
(useful life 2 – 5 years)
|
2,752 | 2,751 | ||||||
Furniture
and fixtures (useful life 5 years)
|
200 | 225 | ||||||
Computer
software (useful life 3 years)
|
483 | 417 | ||||||
Leasehold
improvements (the shorter of useful life or lease life)
|
1,639 | 1,576 | ||||||
Construction
in progress
|
60 | 20 | ||||||
13,766 | 13,643 | |||||||
Less
accumulated depreciation and amortization
|
(9,307 | ) | (8,307 | ) | ||||
$ | 4,459 | $ | 5,336 |
|
5.
|
Goodwill
|
Goodwill
|
||||
Net
Carrying
Amount
|
||||
Balance
as of December 31, 2006
|
$ | 4,247 | ||
Foreign
currency translation
|
112 | |||
Balance
as of December 31, 2007
|
$ | 4,359 | ||
Impairment
|
(4,305 | ) | ||
Foreign
currency translation
|
(54 | ) | ||
Balance
as of December 31, 2008
|
$ | — |
|
6.
|
Accruals and Other Current
Liabilities (in thousands):
|
December 31,
|
||||||||
2008
|
2007
|
|||||||
Accrued
sales commissions and incentives
|
$ | 325 | $ | 445 | ||||
Accrued
warranty expense
|
292 | 212 | ||||||
Accrued
professional fees
|
218 | 302 | ||||||
Accrued
employee benefits
|
387 | 260 | ||||||
Accrued
rent
|
26 | 19 | ||||||
Accrued
taxes
|
201 | 116 | ||||||
Accrued
other expenses
|
172 | 119 | ||||||
$ | 1,621 | $ | 1,473 |
|
7.
|
Bank
Borrowings
|
|
·
|
up
to a 75% advance rate against eligible accounts receivable, as defined by
the agreement,
|
|
·
|
up
to 50% of our cash balance in deposit at SVB, capped at $1,500,000,
and
|
|
·
|
up
to a 75% advance rate against eligible Early Buy accounts receivable, as
defined by the agreement, capped at
$500,000.
|
Year Ending December 31,
|
United States
|
Germany
|
Total
|
|||||||||
2009
|
$ | 1,776 | $ | 182 | $ | 1,958 | ||||||
2010
|
— | 57 | 57 | |||||||||
2011
|
— | 61 | 61 | |||||||||
2012
|
— | 64 | 64 | |||||||||
2013
|
— | 63 | 63 | |||||||||
Total
Commitment
|
$ | 1,776 | $ | 427 | $ | 2,203 |
|
8.
|
Commitments
and Contingencies
|
Ending December 31,
|
Gross
Lease
Commitments
|
Sublease
Payments
|
Minimum Lease
Commitments
|
|||||||||
2009
|
$ | 838 | $ | (71 | ) | $ | 767 | |||||
2010
|
795 | (36 | ) | 759 | ||||||||
2011
|
272 | — | 272 | |||||||||
2012
|
49 | — | 49 | |||||||||
2013
– 2017
|
190 | — | 190 | |||||||||
Total
minimum lease payments
|
$ | 2,144 | $ | (107 | ) | $ | 2,037 |
|
9.
|
Shareholders’
Equity
|
Warrants
Outstanding
Shares
|
Warrants
Outstanding
Exercise Price
|
Warrants
Exercisable
|
Amount
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Balance,
December 31, 2005
|
410,751 | $ | 4.30 – 4.50 | 410,751 | $ | 1,837 | ||||||||||
Warrants
exercised
|
(13,800 | ) | $ | 4.50 | (13,800 | ) | (62 | ) | ||||||||
Balance,
December 31, 2006
|
396,951 | $ | 4.30 - 4.50 | 396,951 | $ | 1,775 | ||||||||||
Warrants
exercised
|
(85,478 | ) | $ | 0.01 – 5.563 | (85,478 | ) | (295 | ) | ||||||||
Warrants
cancelled
|
(40,274 | ) | $ | 0.01 – 5.563 | (40,274 | ) | (260 | ) | ||||||||
Balance,
December 31, 2007
|
271,199 | $ | 4.30 – 4.50 | 271,199 | $ | 1,220 | ||||||||||
Warrants
issued
|
3,566,440 | $ | 3.08 | 3,566,440 | 10,985 | |||||||||||
Balance,
December 31, 2008
|
3,837,639 | $ | 3.08 – 4.50 | 3,837,639 | $ | 12,205 |
Options
Available
for Grant
|
Number of
Shares
Outstanding
|
Weighted
Average Exercise
Price Per Share
|
||||||||||
Balance,
December 31, 2005
|
14 | 1,075 | $ | 6.48 | ||||||||
Granted
|
(330 | ) | 330 | $ | 7.12 | |||||||
Cancelled
|
6 | (6 | ) | $ | 5.52 | |||||||
Exercised
|
— | (106 | ) | $ | 5.36 | |||||||
Additional
shares reserved
|
500 | — | $ | — | ||||||||
Balance,
December 31, 2006
|
190 | 1,293 | $ | 7.00 | ||||||||
Granted
|
(259 | ) | 259 | $ | 6.30 | |||||||
Cancelled
|
136 | (136 | ) | $ | 6.96 | |||||||
Exercised
|
— | (140 | ) | $ | 4.66 | |||||||
Balance,
December 31, 2007
|
67 | 1,276 | $ | 7.07 | ||||||||
Granted
|
(477 | ) | 477 | $ | 1.91 | |||||||
Cancelled
|
238 | (238 | ) | $ | 8.22 | |||||||
Exercised
|
— | (23 | ) | $ | 3.27 | |||||||
Additional
shares reserved
|
1,000 | — | — | |||||||||
Balance,
December 31, 2008
|
828 | 1,492 | $ | 5.29 |
OPTIONS OUTSTANDING
|
OPTIONS CURRENTLY
EXERCISABLE
|
|||||||||||||||||||||||
Range of
Exercise Prices
|
Number
of Shares
Outstanding
|
Weighted-
Average
Remaining
Contractual
Life
|
Weighted
Average
Exercise Price
|
Number
Exercisable
|
Weighted-
Average
Remaining
Contractual
Life
|
Weighted-
Average
Exercise
Price
|
||||||||||||||||||
(in thousands)
|
(in years)
|
(in thousands)
|
(in years)
|
|||||||||||||||||||||
$1.37
– $4.80
|
666 |
7.9
|
$ | 2.45 | 191 |
3.8
|
$ | 3.74 | ||||||||||||||||
$5.38
– $7.19
|
464 |
7.7
|
$ | 6.57 | 258 |
7.1
|
$ | 6.72 | ||||||||||||||||
$7.23
– $9.50
|
227 |
6.6
|
$ | 7.87 | 198 |
6.4
|
$ | 7.94 | ||||||||||||||||
$9.60
– 12.00
|
135 |
7.7
|
$ | 10.60 | 124 |
7.8
|
$ | 10.65 | ||||||||||||||||
1,492 | 771 |
|
10.
|
Income
Taxes
|
Years Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Current
|
||||||||||||
Federal
|
$ | — | $ | — | $ | — | ||||||
Foreign
|
— | (13 | ) | (50 | ) | |||||||
State
|
(6 | ) | — | — | ||||||||
(6 | ) | (13 | ) | (50 | ) | |||||||
Deferred
|
||||||||||||
Federal
|
238 | (162 | ) | (74 | ) | |||||||
Foreign
|
4 | — | 12 | |||||||||
State
|
14 | (15 | ) | (1 | ) | |||||||
256 | (177 | ) | (63 | ) | ||||||||
Benefit
from (provision for) income taxes
|
$ | 250 | $ | (190 | ) | $ | (113 | ) |
December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
United
States
|
$ | (12,907 | ) | $ | (10,593 | ) | $ | (9,510 | ) | |||
Foreign
subsidiaries
|
(1,791 | ) | (534 | ) | (27 | ) | ||||||
$ | (14,698 | ) | $ | (11,127 | ) | $ | (9,537 | ) |
December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
United
States statutory rate
|
34.0 | % | 34.0 | % | 34.0 | % | ||||||
State
Taxes (net of federal tax benefit)
|
— | % | 1.9 | % | 2.0 | % | ||||||
Valuation
allowance
|
(31.1 | )% | (38.2 | )% | (39.0 | )% | ||||||
Other
|
(1.2 | )% | 0.6 | % | 1.8 | % | ||||||
1.7 | % | (1.7 | ) % | (1.2 | )% |
December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Allowance
for doubtful accounts
|
$ | 92 | $ | 218 | $ | 113 | ||||||
Accrued
expenses and other reserves
|
1,905 | 1,233 | 1,097 | |||||||||
Tax
credits, Deferred R&D, and other
|
833 | 202 | 154 | |||||||||
Net
operating loss
|
15,807 | 12,413 | 8,328 | |||||||||
Valuation
allowance
|
(18,622 | ) | (14,054 | ) | (9,680 | ) | ||||||
Total
deferred tax asset
|
15 | 12 | 12 | |||||||||
Deferred
tax liabilities associated with indefinite-lived
intangibles
|
— | (252 | ) | (75 | ) | |||||||
Net
total deferred taxes
|
$ | 15 | $ | (240 | ) | $ | (63 | ) |
|
11.
|
Segments
and Geographic Information
|
Years Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
United
States Domestic
|
$ | 12,902 | $ | 14,949 | $ | 18,776 | ||||||
Other
Countries
|
10,048 | 7,949 | 8,260 | |||||||||
$ | 22,950 | $ | 22,898 | $ | 27,036 |
Years Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Pool
Lighting
|
$ | 7,204 | $ | 11,002 | $ | 13,364 | ||||||
Commercial
Lighting
|
15,746 | 11,896 | 13,672 | |||||||||
$ | 22,950 | $ | 22,898 | $ | 27,036 |
December 31,
|
||||||||
2008
|
2007
|
|||||||
United
States Domestic
|
$ | 3,726 | $ | 7,791 | ||||
Germany
|
540 | 1,773 | ||||||
Other
Countries
|
193 | 111 | ||||||
$ | 4,459 | $ | 9,675 |
|
12.
|
Employee
Retirement Plan
|
|
13.
|
Reorganization
and Restructuring
|
|
14.
|
Related
Party Transactions
|
2008 QUARTERS ENDED
|
DEC. 31
|
SEP. 30
|
JUN. 30
|
MAR. 31
|
||||||||||||
Net
sales
|
$ | 4,140 | $ | 6,357 | $ | 7,616 | $ | 4,837 | ||||||||
Gross
profit
|
(494 | ) | 2,310 | 2,443 | 1,244 | |||||||||||
As
a percent of net sales
|
(11.9 | )% | 36.3 | % | 32.1 | % | 25.7 | % | ||||||||
Net
loss
|
(7,776 | ) | (1,584 | ) | (1,639 | ) | (3,449 | ) | ||||||||
As
a percent of net sales
|
(187.8 | )% | (24.9 | )% | (21.5 | )% | (71.3 | )% | ||||||||
Net
loss per share:
|
||||||||||||||||
Basic
|
$ | (0.52 | ) | $ | (0.11 | ) | $ | (011 | ) | $ | (0.28 | ) | ||||
Diluted
|
$ | (0.52 | ) | $ | (0.11 | ) | $ | (0.11 | ) | $ | (0.28 | ) |
2007 QUARTERS ENDED
|
DEC. 31
|
SEP. 30
|
JUN. 30
|
MAR. 31
|
||||||||||||
Net
sales
|
$ | 5,440 | $ | 5,745 | $ | 6,704 | $ | 5,009 | ||||||||
Gross
profit
|
544 | 1,988 | 2,280 | 1,470 | ||||||||||||
As
a percent of net sales
|
10.0 | % | 34.6 | % | 34.0 | % | 29.4 | % | ||||||||
Net
loss
|
(3,666 | ) | (3,175 | ) | (1,870 | ) | (2,606 | ) | ||||||||
As
a percent of net sales
|
(67.4 | )% | (55.3 | )% | (27.9 | )% | (52.0 | )% | ||||||||
Net
loss per share:
|
||||||||||||||||
Basic
|
$ | (0.31 | ) | $ | (0.28 | ) | $ | (0.16 | ) | $ | (0.23 | ) | ||||
Diluted
|
$ | (0.31 | ) | $ | (0.28 | ) | $ | (0.16 | ) | $ | (0.23 | ) |
(a)
|
Evaluation
of disclosure controls and
procedures.
|
(a)
|
(1) Financial
Statements
|
Description
|
Balance at
Beginning
of
Year
|
Charges
to Revenue
|
Charges
to Expenses
|
Deductions
|
Balance at
End of Year
|
|||||||||||||||
Year
Ended December 31, 2008
|
||||||||||||||||||||
Allowance
for doubtful accounts and returns
|
$ | 848 | $ | — | $ | 245 | $ | 607 | $ | 486 | ||||||||||
Valuation
allowance for deferred tax assets
|
14,054 | — | 4,568 | — | 18,622 | |||||||||||||||
Year
Ended December 31, 2007
|
||||||||||||||||||||
Allowance
for doubtful accounts and returns
|
600 | — | 338 | 90 | 848 | |||||||||||||||
Valuation
allowance for deferred tax Assets
|
9,680 | — | 4,374 | — | 14,054 | |||||||||||||||
Year
Ended December 31, 2006
|
||||||||||||||||||||
Allowance
for doubtful accounts and returns
|
448 | — | 220 | 68 | 600 | |||||||||||||||
Valuation
allowance for deferred tax Assets
|
6,749 | — | 2,931 | — | 9,680 |
Exhibit
Number
|
Description
of Documents
|
|
2.1
|
Agreement
and Plan of Merger between Fiberstars, Inc., a California corporation, and
Fiberstars, Inc., a Delaware corporation (incorporated by reference to
Appendix C to the Registrant’s Definitive Proxy Statement filed on May 1,
2006).
|
|
3.1
|
Certificate
of Incorporation of the Registrant (incorporated by reference to Appendix
A to the Registrant’s Definitive Proxy Statement filed on May 1,
2006).
|
|
3.2
|
Certificate
of Designation of Series A Participating Preferred Stock of the
Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s
Current Report on Form 8-K filed on November 27, 2006).
|
|
3.3
|
Bylaws
of the Registrant (incorporated by reference to Appendix C to the
Registrant’s Current Report on Form 8-K filed on November 27,
2006).
|
|
3.4
|
Certificate
of Ownership and Merger, Merging Energy Focus, Inc., a Delaware
corporation, into Fiberstars, Inc., a Delaware corporation (incorporated
by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form
10-Q filed on May 10, 2007).
|
|
4.1
|
Form of
Warrant for the purchase of shares of common stock (incorporated by
reference to Exhibit 99.3 to the Registrant’s Current Report on
Form 8-K filed on June 19, 2003).
|
|
4.2
|
Form of
Common Stock Certificate (incorporated by reference to Exhibit 4.1 to
the Registrant’s Current Report on Form 8-K filed on November 27,
2006)
|
|
4.3
|
Rights
Agreement dated as of October 25, 2006 between the Registrant and Mellon
Investor Services, LLC, as rights agent (incorporated by reference to
Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on
November 27, 2006).
|
|
4.4
|
Form of
Warrant for the purchase of shares of common stock (incorporated by
reference to Exhibit 4.2 to the Registrant’s Current Report on Form
8-K filed on November 27, 2006).
|
|
4.5
|
Form
of Warrant for the purchase of shares of common stock (incorporated by
reference to Exhibit 1.2 to the Registrant’s Current Report on Form 8-K
filed on March 19, 2008).
|
|
4.6
|
Amendment
No. 1 to Rights Agreement between the Registrant and Mellon Investment
Services, LLC, as rights agent, dated as of March 12, 2008 (incorporated
by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
filed on March 19, 2009).
|
|
10.1†
|
1994
Employee Stock Purchase Plan, amended as of December 7, 2000
(incorporated by reference to Exhibit 99.3 to the Registrant’s
Registration Statement on Form S-8 (Commission File
No. 333-52042) filed on December 18, 2000).
|
|
10.2
|
Form of
Agreement between the Registrant and independent sales representatives
(incorporated by reference to Exhibit 10.20 to the Registrant’s
Registration Statement on Form SB-2 (Commission File
No. 33-79116-LA)).
|
|
10.3*
|
Distribution
Agreement dated March 21, 1995 between the Registrant and Mitsubishi
International Corporation (incorporated by reference to Exhibit 10.18
to the Registrant’s Annual Report on Form 10-KSB for the year ended
December 31, 1994).
|
|
10.4*
|
Three
-Year Supply Agreement dated November 30, 2000 between the Registrant
and Mitsubishi International Corporation (incorporated by reference to
Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K405
filed on April 2, 2001).
|
|
10.5
|
Securities
Purchase Agreement dated June 17, 2003 among the Registrant and the
investors named therein (incorporated by reference to Exhibit 99.2 to
the Registrant’s Current Report on Form 8-K filed on June 19,
2003).
|
|
10.6†
|
Form of
Indemnification Agreement for officers of the Registrant (incorporated by
reference to Exhibit 10.42 to the Registrant’s Annual Report on
Form 10-K filed on March 30, 2004).
|
|
10.7
|
Form
of Indemnification Agreement for directors of the Registrant (incorporated
by reference to Exhibit 10.44 to the Registrant’s Annual Report on
Form 10-K filed on March 30, 2004).
|
|
10.8
|
Production
Share Agreement dated October 9, 2003 among the Registrant, North
American Production Sharing, Inc., and Industrias Unidas de B.C., S.A.
de C.V. (incorporated by reference to Exhibit 10.45 to the
Registrant’s Annual Report on Form 10-Kfiled on March 30,
2004).
|
|
10.9†
|
Consulting
Agreement effective as of December 15,, 2004 between the Registrant and
Gensler Architecture, Design, and Planning, P.C. (incorporated by
reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K
filed on March 31, 2006).
|
|
10.10†
|
Consulting
Agreement effective as of December 15, 2004 between the Registrant and
Jeffrey H. Brite (incorporated by reference to Exhibit 10.29 to the
Registrant’s Annual Report on Form 10-K filed on March 31,
2006).
|
|
10.11
|
Loan
and Security Agreement between Silicon Valley Bank and the Registrant
dated August 15, 2005 (incorporated by reference to Exhibit 10.1
to the Registrant’s Current Report on Form 8-K filed on
August 18, 2005).
|
|
10.12†
|
Employment
Agreement between the Registrant and John M. Davenport dated July 1,
2005 (incorporated by reference from Exhibit 10.2 to the Registrant’s
Quarterly Report on Form 10-Q filed on November 14,
2005).
|
|
10.13†
|
Severance
Agreement between the Registrant and David N. Ruckert dated
September 16, 2005 (incorporated by reference to Exhibit 10.3 to
the Registrant’s Quarterly Report on Form 10-Q filed on
November 14,
2005).
|
10.14*
|
Fiberstars
Development Agreement between the Registrant and Advanced Lighting
Technologies, Inc. dated September 19, 2005 (incorporated by
reference to Exhibit 10.4 to the Registrant’s Quarterly Report on
Form 10-Q filed on November 14, 2005).
|
|
10.15*
|
ADLT
Development Agreement between the Registrant and Advanced Lighting
Technologies, Inc. dated September 19, 2005 (incorporated by
reference to Exhibit 10.5 to the Registrant’s Quarterly Report on
Form 10-Q filed on November 14, 2005).
|
|
10.16*
|
Equipment
Purchase and Supply Agreement between the Registrant and Deposition
Sciences, Inc. dated September 19, 2005 (incorporated by
reference to Exhibit 10.6 to the Registrant’s Quarterly Report on
Form 10-Q filed on November 14, 2005).
|
|
10.17
|
Cross-License
Agreement between the Registrant and Advanced Lighting
Technologies, Inc. dated September 19, 2005 (incorporated by
reference to Exhibit 10.7 to the Registrant’s Quarterly
Report on Form 10-Q filed on November 14,
2005).
|
|
10.18
|
Master
Services Agreement between the Registrant and Advanced Lighting
Technologies, Inc. dated September 19, 2005 (incorporated by
reference to Exhibit 10.8 to the Registrant’s Quarterly Report on
Form 10-Qfiled on November 14, 2005).
|
|
10.19
|
First
Amendment to Production Share Agreement, effective as of August 17,
2005, among the Registrant, North American Production Sharing, Inc.,
and Industrias Unidas de B.C., S.A. de C.V. (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
filed on October 25, 2005).
|
|
10.20
|
Sublease
between Venture Lighting International, Inc. and the Registrant dated
as of November 11, 2005 (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
filed on November 17, 2005).
|
|
10.21
|
Amended
and Restated Loan and Security Agreement between the Registrant and
Silicon Valley Bank dated December 30, 2005 (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on
Form 8-K filed on January 6, 2006).
|
|
10.22†
|
Consulting
Agreement between the Registrant and David N. Ruckert dated as of February
3, 2006 (incorporated by reference to Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q filed on May 15,
2006).
|
|
10.23*
|
Equipment
Purchase and Product Supply Agreement entered into as of May 25, 2006
between the Registrant and Deposition Sciences, Inc. (incorporated by
reference to Exhibit 10.1 to Amendment No. 2 to the Registrant’s
Quarterly Report on Form 10-Q filed on March 6,
2009).
|
|
10.24
|
Modification
to Sublease between the Registrant and Keystone Ruby,
LLC. (incorporated by reference to Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q filed on August 11,
2006).
|
|
10.25
|
Amendment
No. 1 to Amended and Restated Loan and Security Agreement between the
Registrant and Silicon Valley Bank dated September 25,
2006 (incorporated by reference from Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q filed on November 14,
2006).
|
|
10.26†
|
First
Amendment to Consulting Agreement between the Registrant and David N.
Ruckert dated as of February 3, 2007 (incorporated by reference to Exhibit
10.32 to the Registrant’s Annual Report on Form 10-K filed on March 16,
2007).
|
|
10.27†
|
Form
of Indemnification Agreement for directors and officers of the Registrant
(incorporated by reference to Exhibit 10.31 of the Registrant’s Annual
Report on Form 10-K filed on March 16, 2007).
|
|
10.28
10.29
|
Amendment
No. 4 to Amended and Restated Loan and Security Agreement between Silicon
Valley Bank and the Registrant dated as of October 1, 2007 (incorporated
by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form
10-K filed on March 17, 2008).
Amendment
No. 5 to Amended and Restated Loan and Security Agreement between Silicon
Valley Bank and Registrant dated as of January 29, 2008(incorporated by
reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K
filed on March 17, 2008).
|
|
10.30
|
Management
Agreement between Barry R. Greenwald and the Registrant dated as of
October 19, 2007 (incorporated by reference to Exhibit 10.39 to the
Registrant’s Annual Report on Form 10-K filed on March 17,
2008).
|
|
10.31
|
Form
of Securities Purchase Agreement dated as of March 14, 2008 (incorporated
by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K
filed on March 19, 2008).
|
|
10.32
|
Second
Amended and Restated Loan and Security Agreement between the Registrant
and Silicon Valley Bank dated as of October 15, 2008 (incorporated by
reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form
10-Q filed on November 7, 2008).
|
|
10.33†
|
1994
Stock Option Plan, amended as of May 24, 2000 (incorporated by reference
to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8
(Commission File No. 333-52042) filed on December 18,
2000).
|
|
10.34†
|
1994
Director’s Stock Option Plan, amended as of May 12, 1999 (incorporated by
reference to Exhibit 99.2 to the Registrant’s Registration Statement on
Form S-8 (Commission File No. 333-52042) filed on December 18,
2000).
|
|
10.35†
|
2004
Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to the
Registrant’s Registration Statement on Form S-8 (Commission File No.
333-122-686) filed on February 10, 2005).
|
|
10.36†
|
2008
Incentive Stock Plan (incorporated by reference to Appendix D to the
Registrant’s Definitive Proxy Statement filed on August 8,
2008).
|
|
21.1
|
Significant
Subsidiaries of the Registrant (filed with this
Report).
|
|
23.1
24.1
|
Consent
of Grant Thornton LLP, Independent Registered Public Accounting Firm
(filed with this Report).
Power
of Attorney (filed with this Report).
|
|
31.1
|
Rule 13a-14(a) Certification
by Chief Executive Officer (filed with this
Report).
|
31.2
|
Rule 13a-14(a) Certification
by Chief Financial Officer (filed with this Report).
|
|
32.1
32.2
|
Section
1350 Certification of Chief Executive Officer (filed with this
Report).
Section
1350 Certification of Chief Financial Officer (filed with this
Report).
|
ENERGY
FOCUS, INC.
|
||||
Date:
March 31, 2009
|
By:
|
/s/
JOSEPH G. KAVESKI
|
||
Joseph
G. Kaveski
|
||||
Chief
Executive Officer
|
Signature
|
Title
|
|||||
/s/
JOSEPH G. KAVESKI
|
Chief
Executive Officer and Director
|
|||||
Joseph
G. Kaveski
|
(Principal
Executive Officer)
|
|||||
/s/
JOHN M. DAVENPORT
|
President
and Director
|
|||||
John
M. Davenport
|
||||||
/s/
NICHOLAS G. BERCHTOLD
|
Vice
President of Finance and Chief Financial Officer
|
|||||
Nicholas
G. Berchtold
|
(Principal Financial and
Accounting Officer)
|
|||||
*/s/
LAURENCE V. GODDARD
|
Director
|
|||||
Laurence
V. Goddard
|
||||||
*/s/
J. JAMES FINNERTY
|
Director
|
|||||
J.
James Finnerty
|
||||||
*/s/
MICHAEL A. KASPER
|
Director
|
|||||
Michael
A. Kasper
|
||||||
*/s/
PAUL VON PAUMGARTTEN
|
Director
|
|||||
Paul
Von Paumgartten
|
||||||
/s/
PHILIP E. WOLFSON
|
Director
|
|||||
Philip
E. Wolfson
|
||||||
*/s/
DAVID N. RUCKERT
|
Director
|
|||||
David
N. Ruckert
|
Exhibit
Number
|
Description
of Documents
|
|
2.1
|
Agreement
and Plan of Merger between Fiberstars, Inc., a California corporation, and
Fiberstars, Inc., a Delaware corporation (incorporated by reference to
Appendix C to the Registrant’s Definitive Proxy Statement filed on May 1,
2006).
|
|
3.1
|
Certificate
of Incorporation of the Registrant (incorporated by reference to Appendix
A to the Registrant’s Definitive Proxy Statement filed on May 1,
2006).
|
|
3.2
|
Certificate
of Designation of Series A Participating Preferred Stock of the
Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s
Current Report on Form 8-K filed on November 27, 2006).
|
|
3.3
|
Bylaws
of the Registrant (incorporated by reference to Appendix C to the
Registrant’s Current Report on Form 8-K filed on November 27,
2006).
|
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3.4
|
Certificate
of Ownership and Merger, Merging Energy Focus, Inc., a Delaware
corporation, into Fiberstars, Inc., a Delaware corporation (incorporated
by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form
10-Q filed on May 10, 2007).
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4.1
|
Form of
Warrant for the purchase of shares of common stock (incorporated by
reference to Exhibit 99.3 to the Registrant’s Current Report on
Form 8-K filed on June 19, 2003).
|
|
4.2
|
Form of
Common Stock Certificate (incorporated by reference to Exhibit 4.1 to
the Registrant’s Current Report on Form 8-K filed on November 27,
2006)
|
|
4.3
|
Rights
Agreement dated as of October 25, 2006 between the Registrant and Mellon
Investor Services, LLC, as rights agent (incorporated by reference to
Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on
November 27, 2006).
|
|
4.4
|
Form of
Warrant for the purchase of shares of common stock (incorporated by
reference to Exhibit 4.2 to the Registrant’s Current Report on Form
8-K filed on November 27, 2006).
|
|
4.5
|
Form
of Warrant for the purchase of shares of common stock (incorporated by
reference to Exhibit 1.2 to the Registrant’s Current Report on Form 8-K
filed on March 19, 2008).
|
|
4.6
|
Amendment
No. 1 to Rights Agreement between the Registrant and Mellon Investment
Services, LLC, as rights agent, dated as of March 12, 2008 (incorporated
by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
filed on March 19, 2009).
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|
10.1†
|
1994
Employee Stock Purchase Plan, amended as of December 7, 2000
(incorporated by reference to Exhibit 99.3 to the Registrant’s
Registration Statement on Form S-8 (Commission File
No. 333-52042) filed on December 18, 2000).
|
|
10.2
|
Form of
Agreement between the Registrant and independent sales representatives
(incorporated by reference to Exhibit 10.20 to the Registrant’s
Registration Statement on Form SB-2 (Commission File
No. 33-79116-LA)).
|
|
10.3*
|
Distribution
Agreement dated March 21, 1995 between the Registrant and Mitsubishi
International Corporation (incorporated by reference to Exhibit 10.18
to the Registrant’s Annual Report on Form 10-KSB for the year ended
December 31, 1994).
|
|
10.4*
|
Three
-Year Supply Agreement dated November 30, 2000 between the Registrant
and Mitsubishi International Corporation (incorporated by reference to
Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K405
filed on April 2, 2001).
|
|
10.5
|
Securities
Purchase Agreement dated June 17, 2003 among the Registrant and the
investors named therein (incorporated by reference to Exhibit 99.2 to
the Registrant’s Current Report on Form 8-K filed on June 19,
2003).
|
|
10.6†
|
Form of
Indemnification Agreement for officers of the Registrant (incorporated by
reference to Exhibit 10.42 to the Registrant’s Annual Report on
Form 10-K filed on March 30, 2004).
|
|
10.7
|
Form
of Indemnification Agreement for directors of the Registrant (incorporated
by reference to Exhibit 10.44 to the Registrant’s Annual Report on
Form 10-K filed on March 30, 2004).
|
|
10.8
|
Production
Share Agreement dated October 9, 2003 among the Registrant, North
American Production Sharing, Inc., and Industrias Unidas de B.C., S.A.
de C.V. (incorporated by reference to Exhibit 10.45 to the
Registrant’s Annual Report on Form 10-Kfiled on March 30,
2004).
|
|
10.9†
|
Consulting
Agreement effective as of December 15, 2004 between the Registrant and
Gensler Architecture, Design, and Planning, P.C. (incorporated by
reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K
filed on March 31, 2006).
|
|
10.10†
|
Consulting
Agreement effective as of December 15,, 2004 between the Registrant and
Jeffrey H. Brite (incorporated by reference to Exhibit 10.29 to the
Registrant’s Annual Report on Form 10-K filed on March 31,
2006).
|
|
10.11
|
Loan
and Security Agreement between Silicon Valley Bank and the Registrant
dated August 15, 2005 (incorporated by reference to Exhibit 10.1
to the Registrant’s Current Report on Form 8-K filed on
August 18, 2005).
|
|
10.12†
|
Employment
Agreement between the Registrant and John M. Davenport dated July 1,
2005 (incorporated by reference from Exhibit 10.2 to the Registrant’s
Quarterly Report on Form 10-Q filed on November 14,
2005).
|
|
10.13†
|
Severance
Agreement between the Registrant and David N. Ruckert dated
September 16, 2005 (incorporated by reference to Exhibit 10.3 to
the Registrant’s Quarterly Report on Form 10-Q filed on
November 14,
2005).
|
10.14*
|
Fiberstars
Development Agreement between the Registrant and Advanced Lighting
Technologies, Inc. dated September 19, 2005 (incorporated by
reference to Exhibit 10.4 to the Registrant’s Quarterly Report on
Form 10-Q filed on November 14, 2005).
|
|
10.15*
|
ADLT
Development Agreement between the Registrant and Advanced Lighting
Technologies, Inc. dated September 19, 2005 (incorporated by
reference to Exhibit 10.5 to the Registrant’s Quarterly Report on
Form 10-Q filed on November 14, 2005).
|
|
10.16*
|
Equipment
Purchase and Supply Agreement between the Registrant and Deposition
Sciences, Inc. dated September 19, 2005 (incorporated by
reference to Exhibit 10.6 to the Registrant’s Quarterly Report on
Form 10-Q filed on November 14, 2005).
|
|
10.17
|
Cross-License
Agreement between the Registrant and Advanced Lighting
Technologies, Inc. dated September 19, 2005 (incorporated by
reference to Exhibit 10.7 to the Registrant’s Quarterly Report on
Form 10-Q filed on November 14, 2005).
|
|
10.18
|
Master
Services Agreement between the Registrant and Advanced Lighting
Technologies, Inc. dated September 19, 2005 (incorporated by
reference to Exhibit 10.8 to the Registrant’s Quarterly Report on
Form 10-Qfiled on November 14, 2005).
|
|
10.19
|
First
Amendment to Production Share Agreement, effective as of August 17,
2005, among the Registrant, North American Production Sharing, Inc.,
and Industrias Unidas de B.C., S.A. de C.V. (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
filed on October 25, 2005).
|
|
10.20
|
Sublease
between Venture Lighting International, Inc. and the Registrant dated
as of November 11, 2005 (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
filed on November 17, 2005).
|
|
10.21
|
Amended
and Restated Loan and Security Agreement between the Registrant and
Silicon Valley Bank dated December 30, 2005 (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on
Form 8-K filed on January 6, 2006).
|
|
10.22†
|
Consulting
Agreement between the Registrant and David N. Ruckert dated as of February
3, 2006 (incorporated by reference to Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q filed on May 15,
2006).
|
|
10.23*
|
Equipment
Purchase and Product Supply Agreement entered into as of May 25, 2006
between the Registrant and Deposition Sciences, Inc. (incorporated by
reference to Exhibit 10.1 to Amendment No. 2 to the Registrant’s
Quarterly Report on Form 10-Q filed on March 6,
2009).
|
|
10.24
|
Modification
to Sublease between the Registrant and Keystone Ruby,
LLC. (incorporated by reference to Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q filed on August 11,
2006).
|
|
10.25
|
Amendment
No. 1 to Amended and Restated Loan and Security Agreement between the
Registrant and Silicon Valley Bank dated September 25,
2006 (incorporated by reference from Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q filed on November 14,
2006).
|
|
10.26†
|
First
Amendment to Consulting Agreement between the Registrant and David N.
Ruckert dated as of February 3, 2007 (incorporated by reference to Exhibit
10.32 to the Registrant’s Annual Report on Form 10-K filed on March 16,
2007).
|
|
10.27†
|
Form
of Indemnification Agreement for directors and officers of the Registrant
(incorporated by reference to Exhibit 10.31 of the Registrant’s Annual
Report on Form 10-K filed on March 16, 2007).
|
|
10.28
10.29
|
Amendment
No. 4 to Amended and Restated Loan and Security Agreement between Silicon
Valley Bank and the Registrant dated as of October 1, 2007 (incorporated
by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form
10-K filed on March 17, 2008).
Amendment
No. 5 to Amended and Restated Loan and Security Agreement between Silicon
Valley Bank and Registrant dated as of January 29, 2008(incorporated by
reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K
filed on March 17, 2008).
|
|
10.30
|
Management
Agreement between Barry R. Greenwald and the Registrant dated as of
October 19, 2007 (incorporated by reference to Exhibit 10.39 to the
Registrant’s Annual Report on Form 10-K filed on March 17,
2008).
|
|
10.31
|
Form
of Securities Purchase Agreement dated as of March 14, 2008 (incorporated
by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K
filed on March 19, 2008).
|
|
10.32
|
Second
Amended and Restated Loan and Security Agreement between the Registrant
and Silicon Valley Bank dated as of October 15, 2008 (incorporated by
reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form
10-Q filed on November 7, 2008).
|
|
10.33†
|
1994
Stock Option Plan, amended as of May 24, 2000 (incorporated by reference
to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8
(Commission File No. 333-52042) filed on December 18,
2000).
|
|
10.34†
|
1994
Director’s Stock Option Plan, amended as of May 12, 1999 (incorporated by
reference to Exhibit 99.2 to the Registrant’s Registration Statement on
Form S-8 (Commission File No. 333-52042) filed on December 18,
2000).
|
|
10.35†
|
2004
Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to the
Registrant’s Registration Statement on Form S-8 (Commission File No.
333-122-686) filed on February 10, 2005).
|
|
10.36†
|
2008
Incentive Stock Plan (incorporated by reference to Appendix D to the
Registrant’s Definitive Proxy Statement filed on August 8,
2008).
|
|
21.1
|
Significant
Subsidiaries of the Registrant (filed with this
Report).
|
|
23.1
24.1
|
Consent
of Grant Thornton LLP, Independent Registered Public Accounting Firm
(filed with this Report).
Power
of Attorney (filed with this Report).
|
|
31.1
|
Rule 13a-14(a) Certification
by Chief Executive Officer (filed with this
Report).
|
31.2
|
Rule 13a-14(a) Certification
by Chief Financial Officer (filed with this Report).
|
|
32.1
32.2
|
Section
1350 Certification of Chief Executive Officer (filed with this
Report).
Section
1350 Certification of Chief Financial Officer (filed with this
Report).
|